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Starwood Capital Entities Sign Letter of Intent to Create a Publicly-Listed, Growth Oriented Hospitality Company

Through a Business Combination with Jaws Mustang Acquisition Corp
11 March 2024

Investment entities affiliated with Starwood Capital Group (collectively, the "Starwood Capital Entities") that own interests in a portfolio of hotels (the "Initial Portfolio") comprised of the 1 Hotels properties in Manhattan and Brooklyn, and the De Vere Portfolio in the United Kingdom, and Jaws Mustang Acquisition Corp (NYSEA: JWSM), a special purpose acquisition company ("Jaws"), today announced that they have signed a non-binding letter of intent ("LOI") for a potential business combination ("Business Combination"). Under the terms of the LOI, following the consummation of the Business Combination, the combined public company would be listed on a national securities exchange.

1 Hotels, created by Barry Sternlicht (Chairman and CEO of Starwood Capital Group) in 2015, is a mission-driven luxury lifestyle platform that places environmental sustainability at the forefront without sacrificing luxury or a premium guest experience. Each 1 Hotel is consciously designed in collaboration with eco-friendly architects and craftsmen, and each property features a high-design with low-impact that leverages reclaimed and natural materials wherever possible. According to Mr. Sternlicht, "I wanted to capture the beauty of nature in a hotel and commit to safeguarding it as best I can, a responsibility that I believe we all share. It's 1 world. But 1 is more than a hotel, it's a philosophy and a platform for change." The 1 Hotels portfolio has grown rapidly since inception and now comprises 11 operating properties and another 8 under development across North America, Europe, and Asia Pacific.

The De Vere Portfolio, previously acquired by investment affiliates of Starwood Capital Group, consists of a collection of country estates and ancestral family seats that have stood the test of time – each with a long tradition of welcoming and entertaining guests, from Winston Churchill to King Edward VII. These historic country estates and houses have been enhanced to accommodate a 21st Century way of living and working and are complemented by inspiring event spaces. The De Vere experience offers the very best of attentive, personal service and thoughtful touches within atmospheric mansion house surroundings.

Under the terms of the LOI, the combined public company would become the direct or indirect owner of the Starwood Capital Entities' interests in the following ten properties constituting the Initial Portfolio:

It is estimated that the Initial Portfolio earned $52 million of Net Operating Income ("NOI") at the property level for the year ended December 31, 2023, and the Initial Portfolio is projected to earn NOI at the property level of $62 million for the year ending December 31, 2024. The 1 Hotel Brooklyn Bridge and the 1 Hotel Central Park will continue to be externally managed by SH Group Hotels & Residences U.S., LLC and the De Vere Portfolio will continue to be managed by its internal operational team. It is expected that on an ongoing basis, the combined public company will seek to acquire additional hotel properties, including 1 Hotels properties.

The Starwood Capital Entities and Jaws intend to finalize their definitive business combination agreement in the coming weeks and will announce additional details at that time. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any such transaction would be subject to various contingencies and conditions, including the Starwood Capital Entities' requisite investor consents, third party consents and regulatory review, including from the Securities and Exchange Commission ("SEC") and a national securities exchange.

Advisors
Santander US Capital Markets LLC is serving as equity capital markets advisor and financial advisor to Jaws.

About The Starwood Capital Entities

The Starwood Capital Entities are investment affiliates of Starwood Capital Group, which is a private investment firm with a core focus on global real estate. The Firm and its affiliates maintain 16 offices in seven countries around the world, and currently have 5,000+ employees. Since its inception in 1991, Starwood Capital Group has raised over $75 billion of capital, and currently has ~$115 billion of assets under management. Through a series of commingled opportunity funds and Starwood Real Estate Income Trust, Inc. (SREIT), a non-listed REIT, the Firm has invested in virtually every category of real estate on a global basis, opportunistically shifting asset classes, geographies and positions in the capital stack as it perceives risk/reward dynamics to be evolving. Starwood Capital also manages Starwood Property Trust (NYSE: STWD), the largest commercial mortgage real estate investment trust in the United States, which has successfully deployed over $95 billion of capital since inception and manages a portfolio of over $27 billion across debt and equity investments. Over the past 32 years, Starwood Capital Group and its affiliates have successfully executed an investment strategy that involves building enterprises in both the private and public markets. Additional information can be found at www.starwoodcapital.com.

Organization

Starwood Capital Group
www.starwoodcapital.com
591 West Putnam Avenue
USA - Greenwich, CT 068
Phone: 203-422-7700
Fax: 203-422-7784

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